Special Voting Matters Sample Clauses
The Special Voting Matters clause defines specific issues or decisions that require a higher threshold of approval than ordinary matters, often necessitating a supermajority or unanimous consent from stakeholders or board members. In practice, this clause typically applies to significant actions such as mergers, amendments to governing documents, or major financial transactions, ensuring that such decisions cannot be made unilaterally or by a simple majority. Its core function is to protect the interests of minority stakeholders and ensure that critical decisions reflect a broader consensus, thereby reducing the risk of unilateral actions that could adversely affect the organization or its members.
Special Voting Matters. Any amendment to the articles of association or by-laws of Andina or any Subsidiary(1)
Special Voting Matters. Whenever any of the following acts, decisions, expenditures and obligations shall be undertaken or incurred by the Company with the approval of the Board of Directors of the Company, the Board of Directors shall approve such action by at least a majority of the Directors then present at a meeting or otherwise voting, provided a quorum is represented, unless otherwise provided in the Bylaws of the Company; provided that no such action shall be deemed to have been approved by the Board of Directors unless such majority approving same shall include each of the Directors designated by the Investor Shareholders pursuant to Section 2.1(a)(ii)(A) (which consent shall not be unreasonably withheld):
(a) declare or pay any cash dividends on any class or series of the Equity Securities;
(b) sell or otherwise dispose of any assets having a value in excess of $250,000, other than in the Ordinary Course of Business;
(c) expend or commit to expend funds in excess of $250,000 per year for capital improvements;
(d) enter into any lease, agreement or transaction outside the Ordinary Course of Business which requires the Company to expend in excess of $250,000 in any twelve month period;
(e) incur, guarantee or otherwise assume (unless assumed in connection with an Approved Transaction) any obligation or any indebtedness for borrowed money in excess of $250,000;
(f) change the Company’s principal business location;
(g) engage in any business materially different from the business of the Company as conducted on the date hereof;
(h) modify the use of proceeds from the sale of the Series C Preferred Stock as set forth in the Series C Purchase Agreement; or
(i) increase the compensation payable to any Executive Officer of the Company other than in the ordinary course of business consistent with past practice.
Special Voting Matters. Any acquisition by the Company or any subsidiary of any entity owned of record or beneficially more than five percent (5%) by either of the Principal Stockholders will require the approval of the AQU Director, which approval will not be unreasonably delayed or withheld.
Special Voting Matters. Subject to applicable Chilean law, the matters indicated in Exhibit B to this Letter will require the favorable vote of (i) at least one of the directors nominated by the KO Shareholders at the relevant board of directors meeting; and/or (ii) all the shares belonging to the KO Shareholders at the relevant shareholders meeting. ---------------------- 1 Amount of this percentage to be negotiated.
Special Voting Matters